Business Context and Reporting Period
Company: Braskem S.A.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: May 2026 (Filing Date: May 29, 2026)
Subject: Management Proposal for an Extraordinary General Meeting (EGM) scheduled for June 08, 2026.
The filing details a proposal to reformulate the Company's bylaws and elect new Board members following a significant shareholding transaction. The transaction involves the judicial sale of approximately 34.32% of Braskem's total capital stock from NSP Investimentos S.A. to Shine I Fundo de Investimento em Participações (FIP). A new Shareholders' Agreement has been executed between Petrobras and FIP, establishing a balanced governance structure requiring consensus for Board and Shareholder resolutions.
Key Financial Metrics
Note: This filing is a governance proposal and does not contain financial performance data (revenue, profit, cash flow) for the period.
- Share Capital: R$ 8,043,222,080.50 (approx. 797.2 million shares).
- Share Structure:
- Common Shares: 451,668,652
- Class "A" Preferred Shares: 345,060,392
- Class "B" Preferred Shares: 478,790
- Authorized Capital: Up to 1,152,937,970 shares.
- Dividend Policy: Mandatory dividend of 25% of net income; minimum non-cumulative dividend of 6% of unit value for preferred shares.
Material Changes and Governance Reforms
The filing outlines substantial changes to the Company's Bylaws to reflect the new Shareholders' Agreement and governance practices:
- Board of Directors Composition: Fixed at 11 members (3 must be independent). Term of office reduced to 2 years to align with the Executive Board.
- Executive Board Restructuring: Composed of 8 statutory officers (including CEO, CFO, and specific operational/institutional officers). Term of office reduced from 3 to 2 years.
- Committee Establishment: Five permanent statutory committees created: Finance and Investment; Strategy, Sustainability and Communication; People and Organization; Safety, Environment and Health (HSE); and Statutory Compliance and Audit (CAE).
- Voting and Consensus: New rules require consensus for Board and Shareholder resolutions. Board meetings will occur monthly (previously quarterly).
- Executive Authority: New signing requirements mandate joint signatures from one "Operational Officer" and one "Institutional Officer" for binding documents.
Proposed Board and Fiscal Council Elections
The EGM will elect 11 effective and alternate Board members and replace members of the Fiscal Council. Candidates are nominated by Petrobras and FIP.
| Role | Nominated By | Key Candidates (Effective) |
|---|---|---|
| Board of Directors | Petrobras & FIP | Magda Chambriard (Petrobras CEO), Walter Susini (IG4), Octavio Lopes, Maria Letícia Costa (Independent), Isabella Albuquerque (Independent), among others. |
| Fiscal Council | FIP | Ivan Apsan Frediani, Vinicius Silveira Cunha. |
Outlook, Risks, and Contingencies
- Transaction Conditions: The consummation of the share sale and the effectiveness of the new governance structure are subject to conditions precedent, including obtaining judicial authorizations.
- Forward-Looking Statements: The filing includes a disclaimer regarding risks related to the geological event in Alagoas, related legal proceedings, and the impact of the COVID-19 pandemic (referencing historical context in the disclaimer).
- Meeting Format: The EGM will be held exclusively in digital form via Webex to reduce costs and increase shareholder participation.
Investor Verification Checklist
- Verify the status of judicial authorizations required for the NSP to FIP share transfer.
- Confirm the final composition of the Board of Directors and the independence status of the three independent directors.
- Review the specific voting thresholds and consensus mechanisms in the new Shareholders' Agreement.
- Monitor the implementation of the new Executive Board structure and the 2-year term alignment.
- Check for any updates regarding the geological event in Alagoas and associated legal liabilities.